UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
SeaWorld Entertainment, Inc.

(Name of Issuer)
 
Common Stock, par value $0.01

(Title of Class of Securities)
 
81282V100

(CUSIP Number)
 
December 31, 2020

(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
	x	Rule 13d-1(b)	
	¨	Rule 13d-1(c)	
	¨	Rule 13d-1(d)	
 
* The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 81282V100	13G	Page 2 of 9 Pages	
 
 	1.	Names of Reporting Persons	
 	 	 	
 	 	Nomura Holdings, Inc.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	¨	
 	 	(b)	¨	
 	
 	3.	SEC Use Only	
 	 	 	
 	4.	Citizenship or Place of Organization: Japan	

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With	5.	Sole Voting Power	0	
	 	
	6.	Shared Voting Power	4,563,529 (1)	
	 	
	7.	Sole Dispositive Power	0	
	 	
	8.	Shared Dispositive Power	4,563,529 (1)	

 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person	
 	 	4,563,529	
 	
 	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨	
 	 	Not applicable	
 	
 	11.	Percent of Class Represented by Amount in Row (9)	
 	 	5.8% (2)	
 	
 	12.	Type of Reporting Person (See Instructions)	
 	 	HC	

(1)	This represents 4,563,529 shares beneficially owned by Nomura Global Financial Products, Inc. (“NGFP”). NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares beneficially owned by NGFP.	
 
(2)	The percent of class is calculated based on 78,381,807 shares of common stock issued and outstanding as of November 2, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 filed with the SEC on November 6, 2020.	

 

CUSIP No. 81282V100	13G	Page 3 of 9 Pages	
 
 	1.	Names of Reporting Persons	
 	 	 	
 	 	Nomura Global Financial Products, Inc.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	¨	
 	 	(b)	¨	
 	
 	3.	SEC Use Only	
 	 	 	
 	4.	Citizenship or Place of Organization: Delaware	

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With	5.	Sole Voting Power	0	
	 	
	6.	Shared Voting Power	4,563,529	
	 	
	7.	Sole Dispositive Power	0	
	 	
	8.	Shared Dispositive Power	4,563,529	

 	9.	Aggregate Amount Beneficially Owned by Each Reporting Person	
 	 	4,563,529	
 	
 	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨	
 	 	Not applicable	
 	
 	11.	Percent of Class Represented by Amount in Row (9)	
 	 	5.8% (3)	
 	
 	12.	Type of Reporting Person (See Instructions)	
 	 	BD	

(3)	The percent of class is calculated based on 78,381,807 shares of common stock issued and outstanding as of November 2, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 filed with the SEC on November 6, 2020.	

 

CUSIP No. 81282V100	13G	Page 4 of 9 Pages	
 
Item 1.	(a)	Name of Issuer:
 
SeaWorld Entertainment Inc.
 	
 	(b)	Address of Issuer's Principal Executive Offices:
 
6240 Sea Harbor Drive
Orlando, Florida 32821	
 	
Item 2.	(a)	Name of Person(s) Filing:
Nomura Holdings, Inc.
Nomura Global Financial Products, Inc.	
 	 	 	
 	(b)	Address of Principal Business Office or, if none, Residence:
Nomura Holdings, Inc.
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan
 
Nomura Global Financial Products,
Inc. Worldwide Plaza
309 West 49th Street
New York, NY 10019	
 	 	 	
 	(c)	Citizenship:
Nomura Holdings, Inc.
Japan
 
Nomura Global Financial Products, Inc.
Delaware
 	
 	(d)	Title of Class of Securities:
 
Common Stock, par value $0.01	
 	(e)	CUSIP Number:

81282V100	
 	
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	
 	(a)	x	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).	
 	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).	
 	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).	
 	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).	
 	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);	
 	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);	
 	(g)	x	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);	
 	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);	
 	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);	
 	(j)	¨	 A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);	
 	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________	

 

CUSIP No. 81282V100	13G	Page 5 of 9 Pages	
 
Item 4.	Ownership.  	
 	 	
   	Items 5-11 of the cover page are incorporated by reference	
 	
Item 5.	Ownership of Five Percent or Less of a Class.	
 	 	
 	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.	
 	
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable	
 	
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
See Exhibit B
 	
Item 8.	Identification and Classification of Members of the Group.
 
Not applicable	
 	
Item 9.	Notice of Dissolution of Group.
 
Not applicable	
 	
Item 10.	Certification.	
 	 	
 	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.	

 

CUSIP No. 81282V100	13G	Page 6 of 9 Pages	
 
SIGNATURE
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
EXECUTED as a sealed instrument this 16th day of February, 2021.
 
 	Nomura Holdings, Inc.	
 	 	
 	/s/ Tsutomu Takemura	
 	Name: Tsutomu Takemura	
 	Title: Senior Managing Director	

 	Nomura Global Financial Products, Inc.	
 	 	
 	/s/ Jonathan Raiff	
 	Name: Jonathan Raiff	
 	Title: Senior Managing Director	

 

CUSIP No. 81282V100	13G	Page 7 of 9 Pages	
 
Index to Exhibits
 
Exhibit		Exhibit	

A		Joint Filing Agreement	

B		Subsidiaries	

 

EXHIBIT A
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Joint Filing Agreement as of February 16, 2021.
 
Nomura Holdings, Inc.	 	
 	 	
/s/ Tsutomu Takemura	 	
Name: Tsutomu Takemura	 	
Title: Senior Managing Director	 	

Nomura Global Financial Products, Inc.	 	
 	 	
/s/ Jonathan Raiff	 	
Name: Jonathan Raiff	 	
Title: Senior Managing Director	 	

 

CUSIP No. 81282V100	13G	Page 9 of 9 Pages	
 
EXHIBIT B
 
SUBSIDIARIES
 
Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.